SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Reservoir Media, Inc. [ RSVR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock, $0.0001 par value | 08/09/2024 | A(1) | 11,235 | A | $0 | 11,874 | I | See Footnote(4) | ||
| Common stock, $0.0001 par value | 08/09/2024 | A(2) | 702(3) | A | $7.12 | 12,576 | I | See Footnote(4) | ||
| Common stock, $0.0001 par value | 13,638,620 | D(5)(6)(7)(8) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Shares being reported represent Restricted Stock Units ("RSUs") awarded under the Reservoir Media, Inc. 2021 Omnibus Incentive Plan (the "Plan") to Ryan P. Taylor. Each RSU represents a contingent right to receive one share of common stock, $0.0001 par value per share (the "Common Stock"), of Reservoir Media, Inc. (the "Issuer"). The RSUs were issued in connection with Mr. Taylor's annual equity compensation for service as a non-employee director. The RSUs will vest on July 28, 2025, subject to Mr. Taylor's continued service on the board of directors (the "Board") of the Issuer on such date. |
| 2. The Shares being reported represent Deferred Stock Units ("DSUs") awarded under the Plan to Ryan P. Taylor. Each DSU is the economic equivalent of one share of Common Stock of the Issuer. The DSUs were issued in connection with Mr. Taylor's quarterly compensation for service as a non-employee director. Mr. Taylor elected to receive payment of his quarterly compensation in DSUs in lieu of cash. The DSUs will be settled in shares of Common Stock on July 28, 2025 (the "Settlement Date"). |
| 3. The number of DSUs received was calculated based on $7.12, which was the closing price of the Issuer's Common Stock on the date of grant. |
| 4. Amount of securities beneficially owned following the reported transactions includes 11,235 shares of Common Stock underlying RSUs and 1,341 shares of Common Stock underlying DSUs awarded to Mr. Taylor for service as a non-employee director of the Issuer. Due to his position as the manager of the general partner of a manager of ER Reservoir LLC (the "Fund"), Mr. Taylor has directed the Issuer to transfer shares issued upon settlement of the RSUs and DSUs into the account of the Fund on the applicable Settlement Date. Mr. Taylor disclaims beneficial ownership of the underlying shares except to the extent of his pecuniary interest therein. |
| 5. The Reporting Persons listed on this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such group. |
| 6. The amount of securities shown in this row is owned directly by the Fund. As a manager of the Fund, Richmond Hill Investments, LLC (the "RHI Manager") may be deemed to be a beneficial owner of 9,888,000 of the Issuer's securities held by the Fund. As a manager of the Fund, Richmond Hill Investment Co., LP (the "RHIC Manager") may be deemed to be a beneficial owner of 3,750,620 of the Issuer's securities held by the Fund. As the general partner of the RHIC Manager, Richmond Hill Capital Management, LLC (the "General Partner") may be deemed to be a beneficial owner of 3,750,620 of the Issuer's securities held by the Fund. As the manager of the RHI Manager, Essex Equity Holdings, LLC (the "EEH Manager") may be deemed to be a beneficial owner of 9,888,000 of the Issuer's securities held by the Fund. (continued in footnote 7) |
| 7. (Continued from footnote 6) As the manager of the EEH Manager, John D. Liu may be deemed to be a beneficial owner of 9,888,000 of the Issuer's securities held by the Fund. As the manager of the General Partner, Ryan P. Taylor may be deemed to be a beneficial owner of 3,750,620 of the Issuer's securities held by the Fund. The amount of securities shown in this row also reflects a transfer of a total of 45,827 shares of Common Stock received upon the settlement of previously issued RSUs and DSUs that Mr. Taylor directed to be transferred to the account of ER Reservoir LLC due to his position as the manager of the general partner of a manager of the Fund. Each of the RHI Manager, the RHIC Manager, the General Partner, the EEH Manager, Mr. Liu and Mr. Taylor disclaims any beneficial ownership of any of the Issuer's securities reported herein for purposes of Section 16 of the Exchange Act or otherwise, except to the extent of its or his respective pecuniary interest therein. |
| 8. The Reporting Persons listed on this Form 4 may be deemed members of a group with Essex Equity Joint Investment Vehicle, LLC and certain of its affiliates (collectively, the "Essex Entities") and Richmond Hill Capital Partners, LP and certain of its affiliates (collectively, the "RHCP Entities"), which have each previously filed a Form 3 and Form 4's with respect to equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such a group with any of the Essex Entities or the RHCP Entities and the Reporting Persons disclaim beneficial ownership of any securities beneficially owned by the Essex Entities and the RHCP Entities, except to the extent of their pecuniary interests therein. |
| Remarks: |
| ER Reservoir LLC By: /s/ Ryan P. Taylor, Managing Director | 08/13/2024 | |
| Richmond Hill Investments LLC By: /s/ John D. Liu, Manager of Essex Equity Holdings, LLC, Manager of Richmond Hill Investments, LLC | 08/13/2024 | |
| Richmond Hill Investment Co., LP By: /s/ Ryan P. Taylor, Manager of Richmond Hill Capital Management, LLC, Manager of Richmond Hill Investment Co., LP. | 08/13/2024 | |
| Richmond Hill Capital Management, LLC By: /s/ Ryan P. Taylor, Manager | 08/13/2024 | |
| Essex Equity Holdings, LLC By: /s/ John D. Liu, Manager | 08/13/2024 | |
| /s/ Ryan P. Taylor | 08/13/2024 | |
| /s/ John D. Liu | 08/13/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||